Good Corporate Governance
- Right of Shareholders
The Company realizes and gives importance on rights of shareholders by not performing any act infringe or deprive shareholders on their rights; including encourages shareholders to exercise their fundamental rights such as selling or transferring shares, sharing corporate profit, gaining adequate corporate information, attending meeting to exercise their vote for appointing or removing director(s) from the Board, appointing auditor and any subject impact the Company e.g. allocating dividend, prescribing or amending articles and memorandum of association, increasing or decreasing capital, and approving special transaction etc.
The Company notifies shareholders in advance of information on date, time, venue, and meeting agenda covering all information concerned on decisive subject in the meeting; and informs shareholders about meeting rules including voting procedures for resolution. The Company also facilitates shareholders their entitlement in attending the meeting and substantially exercising their vote; and supports shareholders a chance to express their opinion and raise question concerned on corporate subject, including a chance to send their prior question and propose agenda before the meeting date, and an entitlement of granting proxy to attend the meeting as well.
- Equitable Treatment to Shareholders
The Company treats all shareholders equitably and fairly both executive and non-executive shareholders, foreign shareholders and minor shareholders; and strengthens confidence to Shareholders that Board of Directors and Managements oversee the fundraising of shareholders being utilized on appropriate way with believe that this is significant factor of confidence in investing with the Company by Board of Directors obtaining compliance duty on equitable treatment to Shareholders and unbiased protection of their fundamental rights.
Board of Directors organizes procedures of shareholders meeting in the manner of supporting equitable treatment to all Shareholders, including a chance for minor shareholders enable to nominate in advance candidate for directorship at appropriate time and a chance for shareholders, who cannot attend the meeting, enable to exercise their rights by granting proxy to attend and vote on behalf of them in the meeting.
Board of Directors designates criteria in writing to keep and protect inside information; and notifies everyone in the Company to rely on this.
- Roles of Stakeholders
The Company realizes responsibility and treatment to various groups of stakeholders; as well as properly harmonizes joint benefit for all stakeholders to ensure that their rights be protected and well treated by clearly designating a guideline must be practiced on “Business Code of Conduct and Ethics” in order to answer requirement of each group of stakeholder, together with disseminating and campaigning for Board of Directors, Managements covering Officers to rely on this as practical principle and important duty of them all.
- Information Disclosure and Transparency
The Company gives importance on disclosing significant information concerned on the Company both financial and non-financial information accurately, completely, timely, transparently through easily accessible, equitable, and reliable channels.
Whereas the Company believes that quality of financial report is given importance by Shareholders and third party; Board of Directors, therefore, oversees this to ensure that information indicated on financial report is accurate, complied with generally certified accounting standard, and audited by independent auditor appointed by Audit Committee comprises of independent Directors, who are responsible for quality of financial report and internal control system. So that report from Board of Directors, Audit Committee, and auditor indicating their details on the Company’s Annual Report.
- Role, Duty, and Responsibility of Board of Directors
Board of Directors takes important role in good corporate governance for ultimate benefits of the Company. Board of Directors is responsible for any result arisen to Shareholders and independent from Management.
Board of Directors possesses leadership, vision, and independence manners in deciding for ultimate benefits of the Company and common Shareholders. Therefore, corporate system separating role, duty, and responsibility from the Board and Management is clearly set up as well as monitored to ensure that any activities of the Company are legally and ethically operated.
Board of Directors comprises of Directors obtaining diversified qualifications both skills, experiences, specific competencies contributing benefits to the Company and together with dedication of times and endeavors to perform their duty for contributing the solid Board to the Company.
Nomination process for Director shall be proposed for appointment by Shareholders meeting is transparent without any influence of neither control Shareholders nor Management and contributes confidence to third party.
In order to perform efficient and effective duty of Director, Board of Directors, therefore, set up Audit Committee to assist the Board in monitoring accuracy of financial report, efficiency of internal control, compliance with laws, regulations, and code of ethics for encouraging contribution of Good Corporate Governance.
All Directors obtain well understanding of Director’s duty and responsibility as well as the Company’s nature of business. They are prompt to express their own opinion independently, and improve themselves to be always up-to-date. They also perform their duty with integrity, accountability, and discretion by taking into consideration of ultimate benefits of the Company and fairness to all Shareholders with gaining of accurate and complete information.
- Structure of Board of Directors
Board of Directors comprises of the experts possessing knowledge, competency, and experience on executive level from various firms. The Board, therefore, can convey their knowledge and competency to improve and determine policy and direction of business operation efficiently as well as contribute ultimate benefits to the Company and Shareholders. In this regard, the Board takes important role in designating policy and overview of the Company together with overseeing, monitoring, and following up achievement of Management, and evaluating operation performance of the Company in accordance with the plan designated.
Structure of Board of Directors comprises of Independent Directors at least one-third (1/3) of the entire Directors on the Board. Presently, seven (7) members totally possess directorship on the Company’s Board of Directors; divided into four (4) Non-independent Directors and three (3) Independent Directors, which three (3) members of Audit Committee are included. The aforesaid structure shall take balance in voting for consideration of any subjects. Furthermore, the Board also appoints several Sub-committees in order to assist overseeing the Company’s operation as follows:
1) Executive Committee comprises of total four (4) members. Executive Committee shall determine direction and strategy in operating business for target accomplishment as specified by Board of Directors and for flexible management as well.
2) Audit Committee comprises of total three (3) members. Audit Committee performs specific duty and propose specific subject to be considered and informed by Board of Directors in accordance with right and duty specified on Audit Committee’s Charter. So that at least one (1) member on Audit Committee has to possess accounting knowledge and experience enough to perform duty in reviewing reliability on the Company’s financial statements.
- Term of Directorship on the Company’ s Board of Directors
Every time in the Annual General Meeting of Shareholders, one-third (1/3) or most nearly one-third (1/3) of the Company’s Directors must be retired by rotation whereas such Directors who are retired by rotation may be considered as Directors nominated to be re-elected by shareholders meeting for another term.
- Role, Duty, and Responsibility of Board of Directors
The Company’s Directors were designated to comply with Code of Best Practices for Listed Company’s Directors as guide-lined by the Stock Exchange of Thailand by means that Board of Directors has to perform duty in accordance with laws, the Company’s objectives and articles of association covering meeting’s resolutions with integrity and mainly taking into consideration on benefits of the Company and Shareholders. In doing this, Board of Directors designates policy, target on business operation, business plan including budget; and oversees Management to implement in accordance with such designated policy, target, and plan efficiently and effectively for ultimate benefits of the Company and common Shareholders.
- Conflict of Interest Policy
The Company designates preventive measure from conflict of interest may be arisen from related party transaction between the Company’s and related person’s that Management and stakeholder cannot involve in approving such transaction by Board of Directors has to oversee the Company to comply with the securities and exchange laws as well as rules, notifications, decrees, or regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand thoroughly comply with regulations concerning information disclosure of related party transaction and acquisition or disposal of the Company’s core asset including strictly comply with accounting standard specified by Federation of Accounting Professions.
Furthermore, the Company shall manipulate Audit Committee, or Auditor, or Independent Specialist as the case may be to consider and comment on appropriateness of price and reasonability of transaction; and shall disclose the said transaction on note to financial statements audited or reviewed by the Company’s auditor; on annual information disclosure form (56-1 Form), and on annual report (56-2 Form).
- Internal Control System
The Company gives importance on internal control system both for management level and for operation level. Therefore, scope of duty and authority delegation is clearly specified in writing, asset usage is controlled and monitored for ultimate benefits together with approval duty and responsibility, accounting and information entry, and assets custody are separated from each other in order to contribute counter check and balance appropriately. Besides, internal control concerning financial is also given importance by setting up financial report system proposed to Management in charge. In doing this, Internal Auditor shall be responsible for internal control audit and report to Audit Committee directly.
- Board of Directors Meeting
1 )The Company schedules Board of Directors Meeting in advance by organizing not less than four (4) meetings per annum and at least three (3) months per meeting. Extra Meeting shall be organized additionally depending on necessary. Each Director shall be informed 7-day in advance about the said schedule along with meeting agenda and supportive document prior to the meeting in order that time management and meeting participation can be done as well as adequate time can be obtained by Director to consider and study meeting agenda and supportive document, except urgent case.
2 )Chairman of the Board, Chairman of Executive Committee, Managing Director, and Company Secretary shall take into co-consideration and screening of meeting agenda in accordance with priority and necessity by ensuring that significant subjects are already included; whereas each Director possesses independence manner to propose any subject for setting up as meeting agenda.
3 ) Chairman of the Board appropriates adequate time for Management to propose meeting agenda; as well as appropriates plenty of time for all Directors to thoroughly perform prudential discussion on significant issue. Chairman of the Board also encourages discretion deliberated by Directors; and all Directors take concern on all issues proposed to the Board meeting including corporate governance issue.
4 ) Board of Directors supports Managing Director to invite Executive Management for participation in the Board meeting on the related agenda in order to provide additional information as person involved with such issue directly.
5 ) Board of Directors can additionally access necessary information by Managing Director, Company Secretary, or other Management, or delegated person within scope of designated policy.
1 )Remuneration for the Company’s Directors is considered as comparative level with similar companies; experience, role and duty, scope of accountability and responsibility covering benefit expected to gain from each Director; and additional duty and responsibility delegated to Directors; for example Members on Audit Committee shall gain additional remuneration on appropriate level and conform with their role and duty must be performed due to anticipation of various groups of stakeholders as well as laws and regulations concerned.
2 ) Remuneration for Chief Executive Officer or Managing Director is in line with principle and policy designated by Board of Directors for ultimate benefits of the Company. Remuneration levels are salary, bonus, and incentive return in long term conform to performance of the Company.
- Board of Directors and Management Improvement
Board of Directors supports and facilitates training and education to everyone concerned on the Company’s Good Corporate Governance e.g. Directors on the Board, Audit Committee, Executive Committee, Company Secretary, Management etc. in order to improve their performance continuously. Such training and education are organized internally or rendered service from external institution.
- Company Secretary
Board of Directors appoints a proper person to take a position of Company Secretary in order to perform duties as prescribed by laws together with duties conform to Good Corporate Governance Standard as follows:
1) Organize and process Shareholders Meeting;
2) Prepare and perform custody in directors registration, notices and minutes of Board of Directors and Shareholders Meetings, and annual reports;
3) Notify resolution and policy of Board of Directors and Shareholders to Management involved, and perform follow-up action in accordance with such resolution and policy via Chairman of Executive Committee
4) Perform custody in conflict of interest report prepared by Directors and Executive Management, and propose such report to Chairman of the Board and Chairman of Audit Committee within the time prescribed by laws;
5) Provide advice and preliminary recommendation to the Board and Sub-committees appointed by the Board in issue concerning legislations, regulations, and corporate governance best practices;
6) Supervise Company Secretary Office to be Center of Corporate Records such as Certificate of Juristic Entity Incorporation, Memorandum of Association, Articles of Association, Shareholders Registration, Business Licenses and so on;
7) Oversee data and information disclosure in part of own responsibility reported to regulatory agencies in accordance with laws, rules, regulations, and disclosure policy of the Company;
8) Sustain connection and communication with general Shareholders to acknowledge their rights and the Company’s messages;
9) Provide news and information to Directors in issue concerning business operation of the Company in favor of performing duty of Director;
10) Organize orientation for newly appointed Director and perform any other duties as prescribed by laws.
Code of Ethics and Good Business Conduct
Audit Committee Charter
Nomination & Remuneration Charter
Related Party Transaction Policy
Securities Holding & Internal Information Policy
Dividend Payment Policy
Articles of Association
Board Duty and Responsibility
CEO Duty and Responsibility
Company Secretary Duty and Responsibility